106 W. Mayflower
This Information Statement is furnished to holders of
shares of common stock, par value $0.00001 per share (the “Common Stock”), of The 4 Less Group, Inc. (the “Company”).
Our Board of Directors (the “Board”) approved on June 21, 2021, and recommended the approval by our stockholders, of the following
corporate actions (“Corporate Actions”):
Certain of our stockholders, holding a majority of our
voting power on June 21, 2021 (the “Record Date”), approved the Corporate Actions by written consent in lieu of a special
meeting of stockholders.
As a matter of regulatory compliance, we are sending
to you this Information Statement which describes the purpose and provisions of the contemplated Corporate Actions.
THE 4 LESS GROUP INC.
106 W. Mayflower
Las Vegas, Nevada 89030
______________, 2021
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14C-2 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
GENERAL
We are sending you this Information Statement to inform you of the June 21,
2021 consent, by a vote of stockholders holding a majority of the Company’s voting power in approval of the adoption of the Corporate
Actions described below and the amendment to the Company’s Articles of Incorporation (the “Amendment”). The purpose
of this Information Statement is to provide notice that the Company’s majority stockholders, representing 62.0% of the voting power
of the Company as of the Record Date, executed a written consent authorizing and approving the following corporate actions (the “Corporate
Actions”):
1. The amendment to
the Articles of Incorporation of the Company wherein the name of the Company shall be changed to “Auto Parts 4Less Group, Inc.”
The Certificate of Amendment to the Company’s Articles of Incorporation
for the Corporate Actions is attached hereto, in similar form and substance, as Exhibit A.
The adoption of the foregoing Corporate Actions will become effective 20
calendar days after the mailing of this Information Statement. The Board of Directors is not soliciting your proxy in connection with
the adoption of these Corporate Actions and proxies are not being requested from stockholders.
The Company is distributing this Information Statement to its stockholders
in full satisfaction of any notice requirements it may have under the Nevada Revised Statutes. No additional action will be undertaken
by the Company with respect to the receipt of written consents, and no dissenters’ rights with respect to the receipt of the written
consents, and no dissenters’ rights under the Nevada Revised Statutes are afforded to the Company’s stockholders as a result
of the adoption of this Corporate Actions.
Expenses in connection with the distribution of this Information Statement,
will be paid by the Company.
This Information Statement is being mailed on or about __________________,
2021 to all Stockholders of record as of the Record Date.
Page 3 of 8
VOTE REQUIRED, MANNER OF APPROVAL
Approval to amend and restate the current Articles of Incorporation of the
Company under the Nevada Revised Statutes (“NRS”) requires the affirmative vote of the holders of a majority of the voting
power of the Company.
Section 78.320 of the NRS provides, in substance, that, unless the Company’s
Articles of Incorporation provides otherwise, stockholders may take action without a meeting of stockholders and without prior notice
if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding voting stock holding not
less than the minimum number of votes that would be necessary to approve such action at a stockholders meeting. Under the applicable provisions
of the NRS, this action is effective when written consents from holders of record of a majority of the outstanding voting power are executed
and delivered to the Company.
In accordance with the NRS, the affirmative vote on the Corporate Actions
of at least a majority of the outstanding voting power has been obtained. As a result, no vote or proxy is required by the stockholders
to approve the Corporate Actions.
Under Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as
amended (the “Act”), the Corporate Actions cannot take effect prior to the filing of a Certificate of Amendment with the Nevada
Secretary of State approximately twenty (20) days after the Mailing Date, which is anticipated to be on or about _______, 2021.
OTHER INFORMATION REGARDING THE COMPANY
As of the record date, there were 2,654,413 shares of our Common Stock issued
and outstanding, 0 shares of Series A Preferred Stock issued and outstanding, 20,000 shares of the Series B Preferred Stock issued and
outstanding, which in aggregate having voting rights equal to 66.7% of all voting rights available at the time of a shareholder vote,
7,250 shares of the Series C Preferred Stock issued and outstanding, which hold no voting rights, and 870 shares of the Series D Preferred
Shares issued and outstanding, which hold no voting rights. For the approval of the Corporate Actions, the Company received written consents
from 2 stockholders of the Company together holding 62.0% of the voting power of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number
of shares of the Company’s stock owned beneficially as of the Record Date by: (i) each person (including any group) known by the
Company to own more than five percent (5%) of any class of its voting securities, (ii) each of the Company’s directors and each
of its named executive officers, and (iii) officers and directors as a group. Unless otherwise indicated, the stockholders listed possess
sole voting and investment power with respect to the shares shown.
For purposes of this table, a person is deemed to be the beneficial owner
of any shares of Common Stock (i) over which the person has or shares, directly or indirectly, voting or investment power, or (ii) of
which the person has a right to acquire beneficial ownership at any time within 60 days after the Record Date. “Voting power”
is the power to vote or direct the voting of shares and “investment power” includes the power to dispose or direct the disposition
of shares.
Page 4 of 8
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Name
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Shares of Stock
Beneficially Owned
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Percent
of Class
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Voting
Rights
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Total
Voting %
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Common Stock
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Christopher Davenport (1)
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0
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—
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—
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—
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Timothy Armes (2)
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45,002
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1.7%
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1.7%
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1.7%
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All beneficial owners as a group (2 persons)
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45,002
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—
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—
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—
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Series B Preferred Stock (3)
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Christopher Davenport (1)
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17,100
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85.5%
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57.0%
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57.0%
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Timothy Armes (2)
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1,000
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5.0%
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3.3%
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3.3%
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All beneficial owners as a group (2 persons)
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18,100
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90.0%
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60.3%
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60.3%
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Total Voting Rights of Beneficial Owners
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62.0%
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Notes
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(1)
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Christopher Davenport is the President of Auto Parts 4Less, Inc., a wholly-owned
subsidiary of the Company.
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(2)
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Timothy Armes is the CEO and sole Director of the Company.
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(3)
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Holders of the Series B Preferred Stock are entitled to vote on all shareholder
matters and all of the issued shares of the Series B Preferred Stock in their entirety shall have voting rights equal to 66.7% of the
total voting rights available at the time of any shareholder vote.
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PROPOSAL NUMBER ONE
APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO “AUTO
PARTS 4LESS GROUP, INC.”
The Board of Directors believes that the amendment to the Articles of Incorporation
of the Company to change the name to “Auto Parts 4Less Group, Inc” (the “Name Change”) would benefit the Company
by being better aligned with the business of the Company and the wholly-owned subsidiary thereof. The Board of Directors has determined
that it is therefore in the best interest of the Company to complete the Name Change.
AMENDED CERTIFICATE OF INCORPORATION
Upon the effectiveness and on the date that is twenty (20) days following
the mailing of this Information Statement, the Board of Directors shall have the Company’s Amendment to the Certificate of Incorporation
filed with the State of Nevada in order to effect the Name Change.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.
Page 5 of 8
CORPORATION ACTIONS AND EFFECTIVE TIME
The Corporate Actions will become effective on the date that we file the
Certificate of Amendment with the Secretary of State of the State of Nevada. We intend to file the Amendment to the Certificate of Incorporation
of the Company (the “Amendment”) with the Secretary of State of the State of Nevada promptly after the twentieth (20th) day
following the date on which this Information Statement is mailed to the Stockholders.
INTEREST OF CERTAIN PERSONS IN OR IN OPPOSITION TO THE MATTERS TO BE ACTED UPON
No director, executive officer, associate of any officer or director or executive
officer, or any other person has any interest, direct or indirect, by security holdings or otherwise, in the amendment to the Certificate
of Incorporation referenced herein which is not shared by the majority of the stockholders.
OTHER MATTERS
If you and others who share your mailing address own Common Stock in street
name, meaning through bank or brokerage accounts, you may have received a notice that your household will receive only one annual report
and proxy statement from each company whose stock is held in such accounts. This practice, known as “householding” is designed
to reduce the volume of duplicate information and reduce printing and postage costs. Unless you responded that you did not want to participate
in householding, you were deemed to have consented to it, and a single copy of this Information Statement has been sent to your address.
Each stockholder will continue to receive a separate notice.
If you would like to receive an individual copy of this Information Statement,
we will promptly send a copy to you upon request by mail to the Company at 106 W. Mayflower, Las Vegas, Nevada 89030, or by calling (702)
267-6100. This document is also available in digital form for download or review by visiting the website of the Securities and Exchange
Commission at www.sec.gov.
ADDITIONAL INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and in accordance with the requirements thereof, file reports, proxy statements and other information with the
Securities and Exchange Commission (“SEC”). Copies of these reports, proxy statements and other information can be obtained
at the SEC’s public reference facilities at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549. Additionally,
these filings may be viewed at the SEC’s website at http://www.sec.gov.
The following documents as filed with the Commission by the Company are incorporated
herein by reference:
Page 6 of 8
SIGNATURE
Pursuant to the requirements of the Exchange Act of 1934, as amended, the Registrant has duly
caused this Information Statement to be signed on its behalf by the undersigned hereunto authorized.
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BY ORDER OF THE BOARD OF DIRECTORS
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THE 4 LESS GROUP INC.
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By: /s/ Timothy Armes
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Timothy Armes
CEO and Director
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Page 7 of 8
EXHIBIT A
Certificate of Amendment to Articles of Incorporation for Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
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1.
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Name of Corporation: The 4 Less Group, Inc.
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2.
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The Articles have been amended as follows:
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a.
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The Articles of Incorporation of The 4 Less Group, Inc., are amended as follows:
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ARTICLE I: The name of the Corporation shall hereinafter be “Auto
Parts 4Less Group, Inc.”
Page 8 of 8